Annual Report

Key figures for 2015 operations

Merchandise and services sales revenue
ISK 13,332m
[2014: ISK 11,572m]
ISK 1,008m (7.6%)
[2014: ISK 872m (7.1%)]
Net income
ISK 328m
[2014: ISK 259m]
Cash at end of year
ISK 809m
[2014: ISK 79m]
Current ratio
[2014: 1.27]
Equity ratio
[2014: 16.7%]
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Avarp benediktBenedikt Jóhannesson
Avarp finnurFinnur Oddsson

A strong position to move forward

2015 was an eventful and enjoyable year for the Nýherji group of companies. Operations were successful, and important steps were taken to strengthen the company’s human resources, finances and infrastructure. Nýherji is now in a stronger position to face the exciting times ahead.

Improved results and stability

Operations improved, and revenue and profits rose. Revenue grew by 15%, while EBITDA hit ISK 1 billion, i.e. 7.6% of turnover. Profits after tax totalled ISK 328 million, the equivalent of a 30% return on equity; 2015 was one of the best years ever in Nýherji’s history. All of Nýherji’s subsidiaries – Applicon in Iceland, Applicon in Sweden, TM Software and Tempo – posted positive operating results in 2015, for the second year in a row. The last quarter of the operating year was the eighth in a row where the group posted positive results – an indication of the greater stability of the group’s operations.

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Commitment to our most important stakeholders

Management followed up on the strategy formulated in the autumn of 2013, which aimed at improving the company’s operations and strengthening its equity position. The objectives set were for Nýherji to:

These objectives reflect our commitment to Nýherji’s most important stakeholders, i.e. its customers, staff and shareholders. Pursuing these goals is beneficial to the interests of those closest to Nýherji.

Improved customer service

We have in recent times prioritised improving customer service. This includes defining a mission statement for our operations and assessing how successful we have been in keeping to it. Annual averages of weekly service indicators – for everything from customer services to software solutions – have never been higher. Satisfaction surveys and customer testimonies confirm that Nýherji is improving as a service company and is making good progress towards becoming a leader.

This success is the fruit of investment in procedures and quality systems related to customer service and experience. Exceptional service will continue to underpin the company’s competitive advantage—customers who become accustomed to Nýherji and its subsidiaries providing them with efficient and reliable solutions have no reason to turn elsewhere.

A more attractive workplace

Just over 500 people work for the Nýherji group, and the company’s ability to meet its customers’ expectations rises in proportion to the skills of this excellent group of individuals. We have therefore focused efforts on creating a workplace where staff feel happy, a workplace which ticks the boxes for both facilities and interesting work and which attracts the most competent staff. We achieve this by investing in our facilities and by promoting opportunities for developing knowledge to enable this knowledge to be put to best use. This includes focusing on training and career development and organising things in such a way as to enable as many people as possible to use their abilities to the fullest extent in their work.


The fruits of this labour are reflected in recent appraisals of Nýherji as a workplace. In their yearly survey of exemplary companies in the Icelandic business world, VR now places Nýherji and its subsidiaries in a higher position than in many years past. A workplace analysis conducted by Gallup for the Nýherji group also shows that great progress has been made since last year in respect of all major factors which makes a workplace attractive, such as feedback, encouragement, opportunities for career development and attitudes toward the workplace. In other words, staff now find it more attractive to work in the Nýherji group than previously; this is very important given the importance of human resources in the operations of a company such as ours.

Increased shareholder value

Effective steps were taken to develop Nýherji and its subsidiaries over the year. Tempo was separated from TM Software and made into a separate company. The aim was to promote the development of Tempo as a brand and to make it easier to work with external partners on encouraging fast growth. A survey of such co-operation was conducted in the autumn, revealing an interest on the part of shareholders in acquiring a majority share in the company. Management did not deem the time to be ripe for such a move. These changes also made it possible to sharpen the focus of operations at TM Software, which yielded better-than-expected results in 2015. Co-operation at the Applicon companies in Iceland and Sweden has improved, thanks particularly to stimulating projects regarding banking solutions in Sweden. Investment has also been made in knowledge and the development of software solutions which will generate revenue in the future.

At Nýherji, the focus was on strengthening the range of solutions on offer – including in the field of its own software, with the acquisition of the entirety of Hópvinnukerfi and by means of co-operation with Verne Global on hosting in the most advanced data centre in Iceland. Much work has been put into updating our information security management system to meet the new ISO 27001:2013 standard, and the results of a new external assessment of the system’s functionality were very positive.

The company’s management structure has also considerably improved, thanks to three main factors. First, our operations yielded good results. Second, the group’s interest-bearing liabilities were refinanced to fifteen years, resulting in improved terms and increased flexibility in financing. Third, an auction of 40 million shares in Nýherji to institutional investors at the end of the year resulted in a significant strengthening of capital.

Improved management and better information on the operations of various units has led to considerably greater interest on the part of investors in Nýherji. The market value of the company almost tripled in the course of the year and now stands at just over ISK 8 billion. Higher share prices are testimony to the greater trust placed in the company, and for that, we are very grateful.

A sound basis for the future

On the whole, operations within the Nýherji group in 2015 were successful. This success also reflects the greater trust placed in the company by staff, customers and investors – which is a strong foundation on which to base further development. We therefore feel that the company has rarely been in such a strong position to deal with rapid changes in the field of information technology, from new technological advances to different business and management models.

Benedikt Jóhannesson, Chairman of the Board

Finnur Oddsson, CEO

Organization chart

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Finnur Oddsson

Finnur Oddsson was appointed CEO of Nýherji in 2013. He previously served as the Managing Director of the Iceland Chamber of Commerce for five years.

Mr. Oddsson holds a B.A. in psychology from the University of Iceland, an M.A. and a Ph.D. in psychology from West Virginia University, and an AMP in business administration from IESE in Spain.

Mr. Oddsson was an assistant professor at Reykjavik University for several years, where he directed the development of the University’s MBA program and the School of Executive Education. Previously he worked as a Business Advisor for Aubrey Daniels International.


Dröfn Guðmundsdóttir

Dröfn Gudmundsdóttir is Nýherji's Chief Human Resources Officer. Ms. Gudmundsdóttir, who joined the company in 2013, has extensive experience in human resource management.

In 2003-2007, she worked as Education Administrator for the Reykjavík public preschool system and as Human Resource Manager for the Reykjavík Department of Education. From 2007 to 2009, she worked as a Human Resource Consultant for Straumur Investment Bank, as a Training Manager for Arion Bank in 2009-2011 and in 2012-2013 as a Human Resource Manager at the Icelandic Financial Supervisory Authority.

Ms. Gudmundsdóttir holds a B.A. in psychology from the University of Iceland and pursued post-graduate studies in psychology at the University of Giessen in Germany with focus on work and organizational psychology.


Emil G. Einarsson

Emil Einarsson is the Managing Director of Business Development and Service Management at Nýherji, providing equipment and technical services to corporate customers.

Mr. Einarsson worked as a Systems Analyst from 1985 to 1992, helping to design and implement new service solutions for Icelandic banks. He was a Sales Advisor for IBM Iceland for larger IBM host computers. When Nýherji was founded in 1992, he became Sales Advisor and Team Leader, until 1995 when he became Chief Sales Manager for all IBM computers. In 2005, Mr. Einarsson became Head of Sales and in 2011-2014, he worked as the Managing Director of Nýherji‘s Product Division.


Gunnar Zoëga

Gunnar Zoëga is the Managing Director of Nýherji’s Solutions and Services.

Mr. Zoëga joined TM Software in 2003 and has since held various positions at Skyggnir and later Nýherji, most recently as the head of Support and Managing Director of the Technical Department.

He holds a B.Sc. in Business and Computer Science from the University of South Carolina and a B.Sc. in Systems Analysis from Reykjavik University.


Gunnar Már Petersen

Gunnar Már Petersen was appointed CFO of Nýherji in January 2013. Gunnar holds a B.Sc. in Finance the University of Iceland and an M.Sc. in Economics from Reykjavík University. He is a licensed stock broker and holds an ACI Dealing Certificate.

Mr. Petersen was the CFO of Icelandic Express in 2011-2012 and the CFO of Landic Property Ltd. in 2006-2010. Prior to that, he worked as a Client Executive for HSH Nordbank AG in Copenhagen and a specalist for Icebank Ltd. and VBS Investment Bank.


Ingimar G. Bjarnason

Ingimar G. Bjarnason is the Managing Director of Applicon Ltd., a Nýherji subsidiary which provides business software solutions. Mr. Bjarnason worked at Nýherji‘s Software Department from 1998 and later at Applicon, serving as the Managing Director for Applicon Solutions Ltd. in the UK from 2006.

Mr. Bjarnason holds a B.Sc. in industrial and mechanical engineering and an MBA from IESE in Spain.


Ágúst Einarsson

Ágúst Einarsson is the CEO of Tempo. He has worked for TM Software since 2003 and became manager of the company in early 2007. Before that, he managed TrackWell Software, Skyggnir, SAP and the IBM department at Nýherji.

Mr. Einarsson holds an MSc in Industrial Engineering and a BSc in Mechanical Engineering from Aalborg University.


Hákon Sigurhansson

Hákon Sigurhansson is the Managing Director of TM Software. He has worked for TM Software since the beginning of 2008, first serving as a manager of EMR health solutions and later as the head of the Health Solutions department of TM Software. Prior to that he worked as a private consultant, managed Trackwell Software sales and development and later the company´s department of development. Previously, he managed information technology at the Ministry of Justice.

Mr. Sigurhansson holds an MBA from ESCP buisness school in Paris and an MSc in Electronics Engineering from Aalborg University in Denmark.


Þorvaldur Þorláksson

Thorvaldur Thorláksson is the Managing Director of the Wholesale Distribution Division at Nýherji. He was previously Head of Solutions and Services, he has a broad range of experience in the Icelandic corporate world and led the development and operation of the O2 Innovation Center for the Icelandic Chamber of Commerce.

In 2007-2009, Mr. Thorláksson served as the Director of SMI Iceland, international real estate management firm. In 2003-2007, he was the Director of Bónusvídeó Ltd. media distribution business. In 2000-2003, he was the Marketing Director and Deputy Manager of Smáralind, Iceland‘s largest shopping precinct.

Mr. Thorláksson holds a B.Sc. in Management Studies from the University of Bifröst.


Tomas Wikström

Tomas Wikström has been CEO of Applicon in Sweden since 2012. He joined the company in 2000 and has worked in many roles since then, including CFO. Wikström is an experienced programmer and has also worked as a project manager in the financial sector.

Mr. Wikström holds an MSc in Engineering Physics from Uppsala University.



Nýherji is an IT service provider. Nýherji staff aim to provide customers with exceptional service and expertise.

Nýherji’s parent company posted good operating results in 2015. Revenue totalled ISK 9.332 billion, up 12% from the previous year. Greater demand for consultancy and service from Nýherji experts translated into more contracts for management services and software solutions. We were also able to maintain a high level of service – never higher according to available metrics. Sales of sound and image solutions grew considerably, and Lenovo computer equipment sold very well in 2015. There was also considerable growth in the sale of hardware and software solutions, both to companies and individuals. Co-operation in solution development within the group – for instance, in the development and sale of ATM solutions – also went well.

“Higher sales across our range of solutions, better utilisation and greater demand for consultancy and service. Focus on professionalism, exceptional service and results.”
Gunnar Zoëga, Managing Director of Nýherji’s Solutions and Services.

Focus on consultancy and service

Nýherji enjoys a very strong position as regards hardware consultancy and services for company IT systems. Nýherji’s consultants are very experienced and knowledgeable in this field, and the company enjoys long-standing and reliable relations with suppliers such as IBM and Lenovo. Nýherji’s range of centralised hardware consists of Lenovo BladeCenter, Lenovo System x servers, IBM Power Systems, IBM System z mainframes, IBM System Storage, back-up power sources and APC cooling units and shelves.

IBM Denmark’s Partner of the Year for System Solutions by IBM Denmark

In 2015, Nýherji was named Partner of the Year for System Solutions by IBM Denmark. The company beat all of IBM’s other partners in Denmark to win the accolade, for its success in selling and introducing IBM net servers and storage solutions in 2014. Nýherji and IBM have worked together successfully for decades, with IBM passing on knowledge and the latest IT solutions to Nýherji experts.

Nyherji tekjur

Further increase in PC sales

Sales of Lenovo computer equipment to companies and individuals exceeded forecasts for the year, as in previous years. Demand for PC equipment from Lenovo doubled from 2014. Nýherji began selling Lenovo x86 servers with a good degree of success after Lenovo took over production from IBM. One of the main reasons for the good sales of Lenovo solutions is the experience and expertise of staff and an organisational structure supporting sales and consultancy to customers.

There is a lot happening with PC manufacturers in the development of smart devices, which are becoming ever more diverse. One example of this is the huge growth in the use of wearable devices. Major computer manufacturers see a clear link emerging between computers and smart devices in the future. Lenovo, the world’s largest PC manufacturer, improved its standing in the smart-device market by acquiring the phone manufacturer Motorola, and Nýherji began selling Motorola equipment in the course of 2015.


Nýherji and Verne Global working together

Nýherji, which in recent years has developed one of the country’s most advanced IT service systems, decided late in the year to move its hosting room to the Verne Global data centre in Reykjanesbær. The purpose of the move is to ensure customers enjoy access to the country’s most advanced data centre, in facilities comparable to the best in the world. The changes makes Nýherji’s service to its customers safer and more reliable.

The decision to outsource this important part of Nýherji’s operations is in line with the policy we have pursued over recent years to handle various IT projects in co-operation with strong partners. Nýherji and Verne Global plan to continue to work together on further development of the data centre industry in Iceland. Together, Nýherji and Verne Global can offer market-leading solutions and exceptional service.

Greater range of own software solutions

Last summer, Nýherji acquired the entirety of Hópvinnukerfi / FOCAL Software; it had previously owned a 42% share in the company. The aim of the acquisition is to improve the range of Nýherji’s own software solutions and further consolidate the company’s position as an all-round IT service provider. All Hópvinnukerfi staff were employed at Nýherji. Hópvinnukerfi, established in 1995, specialised in quality and document management solutions used by a number of companies and institutions. Hópvinnukerfi also had in-depth expertise in IBM software solutions, Microsoft SharePoint and running courses.

Security procedures that support exceptional service levels

Nýherji employs ITIL (Information Technology Infrastructure Library) service procedures to ensure exceptional service levels in information technology. Security in systems operations has been confirmed by the British Standards Institution in the UK (BSI-UK), with Nýherji’s information security management systems certified to the ISO 27001 international standard. The certification covers all of Nýherji’s operations and data centres.


The outlook for Nýherji’s operations in 2016 is positive

250 employees work at the Nýherji parent company and 470 in the group as a whole. Nýherji’s subsidiaries are TM Software, Tempo and Applicon in Iceland and Sweden. Finnur Oddsson is the CEO of Nýherji.

The Applicon companies

Applicon is a Nordic consultancy and service company in the field of business software, with an emphasis on sectors based on solutions from SAP, Calypso, Advent and its own software.

There are two Applicon companies – Applicon in Iceland and Applicon in Sweden. They focus greatly on working together in developing, selling and servicing solutions for the Nordic market, as well as working closely with other companies in the group.

Applicon in Iceland

Applicon specialises in consultancy, services and the development of business applications and business analysis tools. The company offers SAP solutions and also pursues integrated business solutions and application services with Vigor software.


Real focus was placed in 2015 on developing and marketing SAP solutions and Kjarni, a comprehensive human resources and payroll system consisting of a number of system components woven perfectly into a powerful cloud solution.

“The outlook for Applicon is good – both in Iceland, with the sales of Kjarni and continued expert consultancy for existing customers, and abroad, in co-operation with Applicon in Sweden.”
Ingimar Bjarnason, CEO of Applicon in Iceland

Kjarni immediately sold well and was, for instance, adopted in Grindavík and at ÁTVR, Isavia, Norðurál and Efla. Greyline, Sorpa, Vífilfell and Attentus subsequently also confirmed that they would be buying the system. There was also success in selling and introducing SAP HANA, a future technology base for business software and business intelligence which makes customers’ systems processing both faster and simpler.

2015 saw work on interesting opportunities in the field of banking solutions, both in Iceland and with Applicon in Sweden.

Applicon’s revenue for the year was ISK 1.084 billion, up 9% on the previous year.

The outlook for Applicon is good – both in Iceland, with the sale of Kjarni and continued expert consultancy for existing customers, and abroad, in co-operation with Applicon in Sweden.

Fifty employees work at Applicon in Iceland. Ingimar Bjarnason is the company’s CEO.

Applicon in Sweden

Applicon in Sweden specialises in consultancy and services to financial undertakings in Sweden and elsewhere in the Nordic region.

Applicon in Sweden’s revenue for the year was ISK 1.124 billion, up 17% on the previous year.

There was greater demand for consultancy from Applicon experts, and new staff were taken on to meet this growth. There is considerable interest in Applicon software solutions developed in relation to the introduction of SAP HANA core banking systems and demand for Applicon’s experience in implementing such systems. Consultants’ time was well utilised, and the outlook is for this to continue to be the case, with more projects for existing and new customers, particularly involving banking solutions.

“Consultants’ time was well utilised and the outlook is for this to continue to be the case, with more projects for existing and new customers, particularly involving banking solutions.”
Tomas Wikström, CEO of Applicon in Sweden

As well as co-operating with software giants CGI and SAP on setting up banking solutions as a cloud service, Applicon has also conducted preparatory work on setting up a banking system for a newly founded bank.

Projects are in good shape in all consultancy units of the company. The outlook is also good as regards the sale of SAP licences and Applicon’s own software products.

Applicon in Sweden employs approximately thirty people. Tomas Wikström is the company’s CEO.

Applicon islandi tekjur
Applicon svithjod tekjur

TM Software

TM Software specialises in manufacturing software and devising customised solutions, as well as providing related services and consultancy.

The company offers solutions in three main areas: health, travel and services, and customised solutions. TM Software has in-depth expertise and many years of experience in these fields.

Tempo, which developed software for project management and time registration within TM Software, became a separate company at the start of 2015.

Tm tekjur

Company revenue for 2015 was ISK 973 million, up 5% on 2014.

TM Software worked on customised solutions and projects with Icelandair, VÍS, the Social Insurance Administration, the Directorate of Health and many other of the biggest companies and institutions in Iceland.

There was much development in the company’s own solutions over the course of the year, particularly in the Saga medical records system, the Askja reporting and statistics system and the Vera health website, which was named early in the year Iceland’s best website by the Icelandic Web Industry Association.

“2015 results were good and beyond management expectations. The outlook for TM Software is good, thanks not least to the high growth enjoyed by the sectors which the company specialises in serving.”
Hákon Sigurhansson, CEO of TM Software

TM Software solutions were used in most large-scale “pledge projects” taking place in 2015, such as Moustache March, the Reykjavik Marathon, and Pink Ribbon.

Work was put into a strategy and a new vision for TM Software, involving further innovation and product development in the company’s core fields.

The outlook for TM Software in 2016 is good.

TM Software has seventy employees. Hákon Sigurhansson is CEO of the company.


The software company Tempo develops time registration and project management solutions for Atlassian’s JIRA system.


Tempo’s customers range from small start-ups to Fortune 500 companies with more than 10,000 company licences. More than 7,000 companies across the world use Tempo software solutions, including large companies such as Disney, PayPal, Amazon, AT&T, Hulu, BMW, Dell and Toshiba. The company works closely with 100 Atlassian colleagues across the world in connections with the sale of and training and consultancy for Tempo software.

“A new record was set in 2015 for sales to new customers, while resellers and partners are increasingly involved in sales work. In the third quarter, Tempo had three products among Atlassian’s Top 15 on the JIRA market, including two of the five most popular cloud solutions.”
Ágúst Einarsson, CEO of Tempo

Tempo separated from TM Software

Tempo was previously a part of TM Software but began operating as an independent company at the start of the year. The aim of separating Tempo from TM Software was to make Tempo more visible and promote its development as a brand overseas. The aim was also to increase involvement of external parties to support continued rapid growth, through e.g. networking and financing of product development and marketing efforts. The changes resulted in two very strong companies within the Nýherji group in the field of software development, with clearly defined goals, products and market areas.

Tempo tekjur

High growth all year

Tempo’s revenue from the sale of project management and time registration solutions increased steadily over the year, both from quarter to quarter and for the year as a whole. Revenue totalled ISK 1.218 billion in 2015, up 65% on the previous year. December was the highest-revenue month in the company’s history so far. A new record was set in 2015 for sales to new customers, while resellers and partners are increasingly involved in sales work.

The company released new versions of all its products in the course of the year, i.e. Tempo Timesheets, Tempo Planner, Tempo Books and Tempo Folio. In November, Tempo released a new time registration app – an extension of Tempo Timesheets – which enables users to register and monitor their working hours anywhere and anytime.

In the third quarter of 2015, Tempo had three products among Atlassian’s Top 15 on the JIRA market, including two of the five most popular cloud solutions. Work is being directed into fostering development work at the Tempo premises in Montreal, where conditions for managing innovation and technology companies are favourable. Further growth in revenue and staff numbers is expected.

Awards for the best-selling cloud solution and the best marketing campaign

Tempo won two awards at the Atlassian Summit conference, which took place in San Francisco. The awards were for the best-selling cloud solution of the year and the best marketing campaign – in reality, an April Fools’ prank. Tempo won the marketing campaign for its advertisements for the Tempo Vision add-on – 3D glasses enabling users to transform their everyday work environment with holograms. Many were taken in by this unusual April Fools’ product presentation.

Participation in the Pledge 1% business and charity effort

At the same conference, Tempo announced its participation in Pledge 1%, a business and charity effort set up by the CEOs and founders of Atlassian, Salesforce and Rally. The movement encourages companies to do their bit, e.g. by donating 1% of their product revenue, 1% of their capital and/or 1% of their staff time to charity. Some 500 pioneers and businesses across the world have joined in the campaign. In the course of the year, Tempo donated some ISK 3 million to Room to Read, a charity association focusing on improving literacy and gender equality in education in developing countries. Tempo’s contribution is calculated from the profits of sales of beginners’ licences each year. The company has so far donated some ISK 8 million.

Sale of 25% postponed

The management of Nýherji, Tempo’s parent company, decided in 2015 to gauge investor interest in a 25% share of Tempo. They found that both Icelandic and overseas investors were interested in acquiring a majority share in the company. Such a sale was not, however, what was on offer, and Nýherji’s management therefore decided to postpone the sale of shares in the company. Management will, in the near future, look into whether it might be advantageous to review this decision on the amount to be sold.

The outlook for Tempo in 2016 is good, with revenue expected to grow further and results to be positive.

Over seventy employees work at Tempo, the vast majority in Iceland. The company has premises in Iceland and Canada. Ágúst Einarsson is the CEO of Tempo.

Tempo info 1
Tempo info 2


The Board of Directors of Nýherji regularly addresses corporate governance issues and each year holds a special meeting dedicated to the discussion of the work of the Board and corporate governance. The Board feels that it is important that corporate governance is under continuous review in response to changes in laws and regulations and developments in the areas of management and corporate governance.


The Board of Nýherji hf. strives to maintain good corporate governance and adhere to the “Guidelines on Corporate Governance”, issued by the Confederation of Icelandic Employers in March 2012.

The Board has established detailed Rules of Procedure defining its scope of authority and the divisions of tasks between it and the CEO. These rules include provisions on the conduct of meetings, rules on the eligibility of Board members to participate the process of business and non-disclosure requirements. They also include provisions on the disclosure of information by the CEO to the Board and the powers of the members of the Board, the majority of whom can bind the company with their signatures.

The current rules of procedure were approved at a meeting of the Board held on 26 August 2015 and are available on the company’s website,

The Board of the Company has appointed an Audit Committee, the terms of reference of which are available on the company’s website. The Audit Committee is made up of a Chair, a Board member and an external certified public auditor. The main task and responsibility of the Audit Committee is to monitor the processes for preparing financial statements and oversee the organisation and effectiveness of the company’s internal controls, internal auditing, and – where appropriate – risk management and other supervisory activities. The Committee also makes proposals to the Board on selecting an auditor for the company, assesses the auditor’s impartiality and monitors their activities. The Board has also appointed a Remuneration Committee and a Technical Committee, who advise the Board and management on remuneration policy and matters relating to wage policy and the technical environment at Nýherji. A compliance officer, appointed by the Board, oversees the observance of rules on inside information and insider trading. The Board has not deemed it necessary to appoint a Selection Committee.

In 2015, seventeen meetings of the Board and eight meetings of the Audit Committee have been held, as have various meetings of the Remuneration Committee and a Technical Committee. A majority of the members of the Board and the various committees have attended all meetings. The Audit Committee convenes a meeting of the company’s auditors when necessary. They also attend Board meetings dealing with annual results.

Board of Directors of Nýherji hf.

According to Nýherji’s Articles of Association, the Board of Directors is the supreme authority in the affairs of the company between shareholders’ meetings. The Board determines the policy of the Nýherji Group and follows up on the main tasks undertaken within the Group. An operating budget and investment plan are submitted to the Board for approval and regularly monitored by the Board throughout the year. The Board sets a strategy and organisational structure and ensures that the activities of the company are in compliance with the Articles of Association. The Board shall ensure adequate supervision of the disposal of the company’s funds and that the company’s accounts are in good order.

Back row from left: Loftur Bjarni Gíslason, Ágúst Sindri Karlsson, Benedikt Jóhannesson and Guðmundur Jóh. Jónsson.
Front row from left: Hildur Dungal, Finnur Oddsson, Nýherji CEO, and Marta Kristín Lárusdóttir.

The Board of Directors of Nýherji is composed of five members and one alternate member, elected at the Annual General Meeting for a term of one year. According to the Articles of Association, prospective candidates to the Board of Directors shall submit a written notice of their candidacy to the Board of Directors no later than five days before the start of the Annual General Meeting. Only those who have submitted a notice pursuant to the above are eligible as candidates. The Chairman of the Board convenes meetings of the Board and presides at Board meetings. Meetings shall be held at the discretion of the Chairman. Furthermore, the Chairman is obliged to call a meeting of the Board if requested by one member of the Board or the CEO. Meetings of the Board of Directors are valid only if attended by at least three members of the Board.

Role of the CEO

The Board of Directors of Nýherji hf. appoints the CEO and decides the terms of his or her employment. The CEO is in charge of the company’s day-to-day operation in accordance with the Articles of Association and the policy and decisions of the Board. The CEO has the task of developing and implementing a future strategy for the company as well as organising and overseeing its daily operations. It is also the responsibility of the CEO to ensure that the company’s operations are at all times compliant with statutory law and regulations as current at any time and that the same is true of the operations of its subsidiaries.

Shareholders’ meetings

The supreme authority in the affairs of the company is in the hands of duly convened shareholders’ meetings. The Annual General Meeting must be held before the end of June each year. Shareholders’ meetings shall be held at the discretion of the Board of Directors or at the request of the elected auditor or shareholders controlling a minimum of one-twentieth of the shares of the company. A request to call a shareholders’ meeting shall be made in writing and must specify the business of the meeting, in which case a meeting shall be convened within the deadline prescribed by law. Shareholders’ meetings shall be called by an advertisement in a daily newspaper or by other comparable means. The Annual General Meeting shall be called with at least three weeks’ and at most four weeks’ notice in accordance with the Companies Act, as amended on 19 December 2009.

The notice of the meeting shall specify the agenda and the documents and motions to be presented at the meeting. Each share carries one vote at shareholders’ meetings.

Amendments to the Articles of Association

The company’s Articles of Association may only be amended by a lawfully constituted shareholders’ meeting, provided that the notice of the meeting clearly indicates that such amendments are proposed and outlines the main substance of the amendments. A decision is valid only if it has the support of at least two-thirds of the cast votes and the support of shareholders controlling at least two-thirds of the share capital represented at the meeting. The Articles of Association of Nýherji hf. were last amended at the Annual General Meeting held on 18 February 2011.


The company’s auditors are elected at the Annual General Meeting for a term of one year. At the 2015 Annual General Meeting, KPMG ehf. was elected as company auditor for that year; KPMG ehf. also serves as the auditor of all of the company’s subsidiaries in Iceland. KPMG, moreover, is the auditor of Nýherji’s subsidiary in Sweden.

Model company in good corporate governance

Nýherji is a model company in good corporate governance according to the opinion of the Corporate Governance Research Centre at the University of Iceland, following Capacent’s detailed audit in the autumn of 2014.

31 DECEMBER 2015

383 shareholders

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